Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2021, the Board of Directors (the "Board") of Fox Factory Holding
Corp., a Delaware corporation (the "Company"), appointed Thomas L. Fletcher, age
56, as the Company's President, Powered Vehicles Group ("PVG") Business and
Corporate Strategy, effective May 5, 2021 (the "Effective Date"). From July 2020
to immediately prior to such appointment, Mr. Fletcher served as the Company's
Senior Vice President of Strategy and Platform Development. Prior to joining the
Company, Mr. Fletcher served as a consultant for the Company from December 2019
until July 2020, and held various leadership positions at Flex Ltd. ("Flex")
where he was responsible for developing and deploying growth strategies and
solutions for several Fortune 500 companies, including Apple, Nike, HP, and RIM.
Before Flex, Mr. Fletcher held a variety of technical, business, and customer
advocacy leadership roles in both hardware and software companies, including
Lockheed Martin, Ariba, Rasna, and Freedom Motors. Mr. Fletcher holds a Master
of Science degree in Aero / Astronautics from Stanford University and a
Mechanical and Aeronautical Engineering degree from the University of
California, Davis Campus. A copy of the related press release is attached as
Exhibit 99.1 hereto.
From the Effective Date, Mr. Fletcher will serve as the President, PVG Business
and Corporate Strategy and will have the normal duties, responsibilities,
functions and authority customarily associated therewith and such other duties
and responsibilities as may be appropriately assigned from time to time. In
exchange for such services, the Company will increase Mr. Fletcher's base salary
to $375,000 per year (the "Base Salary") commencing as of the Effective Date,
payable in accordance with the Company's customary payroll practices. Mr.
Fletcher's annual bonus target opportunity will also increase to 55% of his Base
Salary for the full calendar year based on the Company's achievement of certain
targets as determined and calculated by the Compensation Committee of the Board
(the "Committee").
Mr. Fletcher will also be eligible to receive awards of stock options,
restricted stock or other equity awards pursuant to any plans or arrangements
the Company may have in effect from time to time. In addition, on May 4, 2021,
the Committee approved grants to Mr. Fletcher, subject to the Board's
appointment of Mr. Fletcher as the Company's President, PVG Business and
Corporate Strategy and Mr. Fletcher executing a grant agreement in the form and
with the limitations and restrictions approved by the Company, consisting of (i)
an award of 1,155 time-based restricted stock units (RSU) with an initial grant
date value of $177,500 that vest in three equal annual installments beginning on
May 2, 2022; and (ii) a target award of 1,156 performance-based RSUs, which were
equally divided between two-year and three-year performance measurement periods.
The RSU awards only vest if Mr. Fletcher remains employed by the Company at the
time of vesting. The performance-based RSU awards may range from 0% to 200% of
the target award based on certain performance metrics during the applicable
performance period. The vested performance-based RSU awards will be settled in
shares of the Company's common stock.
From January 1, 2020 until his appointment to the Company's Senior Vice
President of Strategy and Platform Development, Mr. Fletcher was paid $120,000
by the Company for his services as a consultant assisting with Company strategy.
After his appointment to Senior Vice President of Strategy and Platform
Development in July 2020, Mr. Fletcher's 2020 compensation from the Company
included $143,921.98 in base salary, $50,000 in bonus, and approximately
$175,000 in RSU awards.
There is no arrangement or understanding between Mr. Fletcher and any other
persons pursuant to which Mr. Fletcher was selected as President, PVG Business
and Corporate Strategy. There have been no transactions since the beginning of
the Company's last fiscal year, and there are no currently proposed
transactions, in which the Company was or is to be a participant and in which
Mr. Fletcher or any member of his immediate family had or will have any
interest, that are required to be reported under Item 404(a) of Regulation S-K,
other than as set forth herein.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
       Exhibit Number        Description
            99.1             Press Release, dated May 6, 2021.
                             Cover Page Interactive Data File (embedded with the Inline XBRL
            104              document)

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